Crucial 2014 Annual Report Download - page 146

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RESTRICTED STOCK AGREEMENT TERMS AND CONDITIONS
1. Grant of Shares. The Company hereby grants to the Grantee named on the Notice of Award (“Grantee”), subject to the
restrictions and the other terms and conditions set forth in the Micron Technology, Inc. Amended and Restated 2004 Equity Incentive
Plan (the “Plan”) and in this award agreement (this “Agreement”), the number of shares indicated on the Notice of Award of the Company’s
$0.10 par value common stock (the “Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned
to such terms in the Plan.
2. Restrictions. The Shares are subject to each of the following restrictions. “Restricted Shares” mean those Shares that
are subject to the restrictions imposed hereunder and such restrictions have not then expired or terminated. Restricted Shares may not
be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. If Grantee’s service as a director of the
Company or employment with the Company or any Affiliate terminates for any reason other than as set forth in paragraph (b) of Section 3
hereof, then Grantee shall forfeit all of Grantee’s right, title and interest in and to the Restricted Shares as of the date of termination of
such service or employment, and such Restricted Shares shall revert to the Company. The restrictions imposed under this Section shall
apply to all shares of the Company’s Stock with respect to the Restricted Shares or other securities issued in connection with any merger,
reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the Stock of the Company.
3. Expiration and Termination of Restrictions. The restrictions imposed under Section 2 will expire, in whole or in part
as indicated below, on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted
Period”):
(a) as to the following number of Shares, upon achievement of the performance goal; provided that Grantee is then still employed
by the Company or any Affiliate:
% of Shares Vesting* Achievement of Performance
*Vesting between performance levels will be determined based on straight line interpolation.
[Insert definition of Performance Period]. The restrictions will expire, as to the applicable number of Shares based upon the level of
achievement of the performance goal, on the date of the certification of the level of achievement of the performance goal and approval
of the expiration of the restrictions as to the applicable number of Shares, provided that Grantee is then still employed by the
Company or any Affiliate.
(b) If Grantee’s service as a director of the Company or employment by the Company and all Affiliates is terminated during
the Performance Period by reason of death or Disability, the number of Shares for which the restrictions shall expire
shall be determined by multiplying (i) the number of Shares for which restrictions would have expired if the performance
target in this Section 3 were fully satisfied, less any Shares for which restrictions had previously expired, by (ii) a
fraction, the numerator of which is the number of days in the Performance Period preceding the date of the termination
due to death or Disability and the denominator of which is [days in performance period.]
(c) If a Change in Control occurs during the Performance Period and while Grantee remains employed, the number of
Shares for which the restrictions shall expire shall be determined by multiplying (i) the number of Shares for which
Restrictions would have expired if the performance goals in this Section 3 were fully satisfied,) less any Shares for
which Restrictions had previously expired, by (ii) a fraction, the numerator of which is the number of days in the
Performance Period preceding the date of the Change in Control and the denominator of which is [days in performance
period].
Grantee shall forfeit all of Grantee’s right, title and interest in and to any of the Restricted Shares for which the restrictions shall not have
lapsed as of the end of the Performance Period and such Restricted Shares shall revert to the Company.
4. Delivery of Shares. The Shares will be registered in the name of Grantee as of the Grant Date and will be held by the
Company during the Restricted Period in certificated or uncertificated form. If a certificate for Restricted Shares is issued during the
Restricted Period with respect to such Shares, such certificate shall be registered in the name of Grantee and shall bear a legend in
substantially the following form: